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Federal Law of the Russian Federation on securities. Law “On the Securities Market. Who are considered pros

Legal relations in the financial market are regulated by a whole range of laws, including the federal law about the market valuable papers. The law regulates legal relations in the field of issue and purchase and sale of securities, as well as issues of formation of elements of the institutional structure of the financial market.

The financial instruments market appeared in Russia relatively recently and, nevertheless, in the future it may become one of the most developed markets.

To achieve this goal it is necessary:

  • increase the number of financial instruments traded on the exchange;
  • bring the regulatory framework in line with international standards;
  • to form a real system of control over the activities of financial market participants;
  • carry out real work to prevent insider transactions;
  • increase the efficiency of a self-regulatory organization.

The government is making great efforts to achieve its goals, but, unfortunately, external conditions associated with the introduction of economic sanctions do not yet allow it to move at an accelerated pace. The idea of ​​​​forming a world financial center in Moscow has not yet received development, but work to improve legislation nevertheless continues.

The regulatory framework for activities in financial markets is based on several basic laws related to activities in the financial instruments market. A separate legislative act regulating the circulation of mortgage-backed securities is the law “on mortgage-backed securities” 152 Federal Law. A major role in regulating the financial market is played by by-laws issued by the Bank of Russia and the ministries of the financial and economic bloc of the Government.

The formation of the Russian legislative framework was largely based on the US securities laws. The financial market of the United States is the most developed in the world. Almost any US citizen is an owner and active participant in exchange trading.

This factor had a positive impact on the overall development of legislation in this area not only in the USA, but also in other countries. developed countries. As a result, the regulatory framework abroad considers in detail any problem in the financial market.

Advice! IN Russian legislation There are a large number of reference norms, which makes it difficult to understand and forces one to look for additional information in other normative legal acts. You should not be lazy to do this, since very often additional information radically changes the general understanding of how to solve a problem. It is equally important to take into account the ongoing integration of the legislation of the EAEU countries, which may result in significant changes in the legislation on the financial market.

Let us consider the main provisions of the law in more detail, since knowledge of the legislation greatly facilitates decision-making in the field.

What types of activities in the financial market are permitted by law?

The federal law speaks of the securities market as an organized market operating on the basis of certain legally established rules. The Securities Law of the Russian Federation is one of the most important elements of the financial market infrastructure. The document consists of 6 sections and 13 chapters.

In general, the document regulates the following issues:

  • emissions;
  • appeals;
  • requirements for professional market participants;
  • information support of the financial market;
  • the role of the Bank of Russia, etc.

Advice! The disadvantage is that the law is constantly being edited, so it is necessary to periodically review the changes introduced in order to properly organize the management of the investment portfolio.

The first section consists of chapters defining general provisions law, including:

  • subject of regulation;
  • main terms used.

The Law of the Russian Federation on securities in Chapter 2 establishes that professional activities in this market can be carried out by:

  • brokers;
  • dealers;
  • securities managers;
  • depositories
  • registry holders.

Brokers

Brokers (see) provide financial market participants with services for the execution of various orders related to the purchase and sale of financial instruments. The broker has the right to issue loans to clients and receive interest on the funds or securities provided.

Advice! Choosing a broker is one of the most important decisions for an investor. Thanks to the right choice This institutional trading participant gives the investor the opportunity to easily and quickly manage money or, conversely, will constantly experience difficulties in purchasing and selling securities.

Dealers

The legislation determines that a dealer can only be a legal entity representing commercial organization which can independently carry out transactions for the purchase and sale of securities. Law 39 of the Federal Law on the securities market also includes forex dealers as dealers, whose activities are regulated by Article 4.1.

The own funds of such a legal entity must amount to at least 100 million rubles. The responsibilities of a forex dealer include keeping records of all contracts concluded with its participation, as well as any other transactions that are carried out in order to execute these contracts.

A Forex dealer does not have the right to:

  • enter into framework agreements if the text of such an agreement is not registered with the self-regulatory organization of forex dealers;
  • independently, without an application from an individual, enter into contracts, while individual must not be an individual entrepreneur;
  • enter into contracts with counterparties in the same period of time for different conditions with similar transaction parameters;
  • unilaterally change the terms of the contract after its conclusion;
  • terminate the contract unilaterally;
  • disrupt the relationship between buy and sell quotes;
  • lend to individuals who are not individual entrepreneurs.

Advice! Legislation on dealers may be of interest only if the investor plans to carry out transactions for the purchase and sale of currency. In this case, the assessment of the “integrity” of the foreign exchange dealer comes to the fore. An investor should carefully study the reviews and pay especially close attention to the ease of return on invested funds.

Securities managers

Under the management of securities, the legislation on the securities market determines the trust management of financial instruments, which include:

  • financial resources intended for work in the market.

The manager’s responsibilities include maintaining records of securities for each agreement separately.

Advice! The opinion of many investors is confirmed by experience indicating that it is best to manage your own financial resources yourself. Remember that regardless of the results of managing the investor's funds, the manager will have to pay money for management. Managing other people's financial resources is easy and decisions in this case are made quickly, just as the funds in the account decrease. It is best to manage your funds yourself, having acquired the necessary knowledge.

Organization of depository activities

Under depository activities, the federal securities law recognizes the provision of services related to:

  • storage of certificates of financial instruments;
  • accounting and transfer of rights to financial instruments.

The provision of depository services is possible only on the basis of a written depository agreement.

The contract must necessarily contain the following information:

  • a precise definition of the subject matter of the contract that is not subject to double interpretation;
  • the procedure for the depositor to transmit orders to the depositary;
  • period of validity of the contract;
  • the amount of remuneration and the procedure for receiving it by the depositary;
  • frequency and form of the report provided by the depository to the depositor;
  • obligations of the depositary to the depositor.

The responsibilities of the depositary include:

  • mandatory registration of the fact of encumbrance of the depositor's securities;
  • maintaining securities accounts for each depositor, indicating the exact date and basis of the transaction carried out on the account;
  • familiarization of the depositor with all information available to the depositary received from the issuer or holder of the register of securities owners.

Advice! Depository activities are carried out by specially educated legal entities and usually the investor does not have to deal with this body, so studying the legislation relating to the work of the depository does not make much sense.

Register of securities

The Federal Law “On the Securities Market” defines the activities of maintaining the securities register as performing the following actions to work with data included in the register of securities owners:

  • collection of securities;
  • fixing the value of securities;
  • processing data on purchases of securities;
  • storage of information about securities;
  • provision of information from the register.

Maintaining a register is permitted only to legal entities.

The responsibilities of the register holder include the right to:

  • open personal and other accounts in the register;
  • carry out transactions in the register, but only by order of registered persons;
  • provide the registered person with information permitted by law;
  • inform registered holders of securities about the rights and procedure for their exercise assigned to the securities;
  • create lists of persons who, in accordance with the law, can exercise rights under securities.

The condition for obtaining information about the names of registered persons and the number of registered shares in their accounts is that more than 1% of the issuer's voting shares are registered in the personal account.

Advice! The legal provisions regarding register maintenance are also not important information for an ordinary investor and it is not at all necessary to carefully study them.

Issue and circulation of securities

Chapters 3-6 of the law are devoted to issues of issue and circulation of securities. The Law “On the Securities Market” regulates legal relations in the field of issuance and circulation of securities. Securities in Russian Federation may be registered or payable to bearer. Registered securities are issued only in non-documentary form, and to bearer only in documentary form.

The fourth section of the law is devoted to issues of information support of the financial market, and the fifth section considers issues of state regulation in the field of functioning of the securities market.

The Federal Law of the Russian Federation “On the Securities Market” regulates the following procedure for state regulation of the securities market:

  • development of standards and requirements for the activities of professional participants in the financial market;
  • state registration of issued securities;
  • exercising control over the terms and obligations specified in the prospectuses of financial instruments;
  • licensing the activities of professional participants in the financial market;
  • organizing a system for protecting and monitoring the rights of securities holders;
  • control over compliance with the ban on carrying out business activities on the securities market in the absence of a license.

Much attention is paid in the law to punishment for insider trading, as well as general information support securities trading. The law also addresses the increasingly growing role of the Central Bank, which is called upon to exercise control over financial markets.

Self-regulatory organization of financial market participants

The Federal Law “On the Securities Market” provides the basic provisions for the functioning of a self-regulatory organization of professional participants in the financial market. In accordance with the law, the organization is founded proactively to achieve the following goals:

  • providing conditions for the activities of financial market participants;
  • compliance with jointly accepted standards of professional ethics;
  • protecting the interests of members of the organization who are owners of securities and other clients of the financial market;
  • compliance with all accepted rules and standards.

The self-regulatory organization independently establishes:

  • rules regulating work in the financial market;
  • standards, on the basis of which transactions with financial instruments are carried out;
  • control measures for compliance with rules and standards.

All decisions made are binding on all members of the self-regulatory organization.

Advice! An investor who is a professional participant in the financial market is required to know and comply with all standards and rules. But even non-professional participants should know the standards, since this gives them an additional chance to quickly and effectively resolve possible problems in the financial market.

The main legal act regulating relations in the field of issuance and sale of exchange certificates is the federal “On the Securities Market”. Its first version was accepted State Duma Russian Federation on March 20, 1996, and approval by the Federation Council occurred on April 11. Since then, all exchange relations have come under state control.

After which a large number of additions and amendments were made to it, primarily related to the high speed of change in the exchange environment as well as the introduction of technological innovations, which also had to be legalized within the framework of this document. Significant changes are rare, such as in 2015 as part of the amendments to Article 17.

Structurally, this act consists of 6 sections and 53 articles. Each section is devoted to a separate aspect of the law and its interpretation. All participants in exchange trading in Russia, both local and foreign persons, are bound to compliance with these parties. Both large corporations and private ones represented by brokers. Let's review this Federal Law.

First section

The first section expresses the general provisions of the normative act. According to federal law, the description of its purpose is as follows:

“Relations arising during the issue and circulation of issue-grade securities, regardless of the type of issuer, during the circulation of other securities in cases provided for by federal laws, as well as the specifics of the creation and activities of professional participants in the securities market are regulated.”

The second article is a kind of glossary, which lists the main “actors” - professional participants, issuers and owners. The concepts of the objects of trade themselves are also interpreted in detail.

Both basic, classic commodities are listed: stocks, bonds, bills, and derivatives - options, futures, etc. Special attention is given specifically to a derivative financial instrument, for example the following concept follows:

“A derivative financial instrument is an agreement, other than a repurchase agreement, that provides for one or more of the following obligations”

Second section

The second section interprets in detail the concepts of market participants. The Federal Law on the Securities Market explains brokerage activity as the activity of executing orders from a client (including the issuer of issue-grade assets when placing them) to carry out civil transactions with certificates and (or) to conclude contracts that are derivative financial instruments, carried out on basis compensation contracts with the client (hereinafter referred to as the brokerage service agreement).

The broker has the right to use in his own interests the funds located in a special brokerage account (accounts), if this is provided for in the brokerage service agreement, guaranteeing to the client the execution of his orders at the expense of the specified funds or their return at the request of the client.

The funds of clients who have granted the right to use them to the broker in his interests must be in a special brokerage account (accounts), separate from the special brokerage account (accounts) in which the funds of clients who have not granted the broker such a right are located. Funds of clients who have granted the broker the right to use them can be credited by the broker to his own bank account

Terminology of the second section

Dealership activities are also explained, as well as the concepts of shareholders:

  • Dealer activity is the carrying out of transactions for the purchase and sale of documentation on one's own behalf and at one's own expense by publicly announcing the purchase and/or sale prices of certain securities with the obligation to purchase and/or sell these securities at prices announced by the person carrying out such activities
  • Nominee holder is a depositary, on whose personal account (custody account) the rights to assets owned by other persons are taken into account.
  • Asset management activities are recognized as activities related to trust management of documentary property, in cash intended for making transactions with the Central Bank and (or) concluding contracts that are derivative financial instruments.
  • Repository activities are recognized as activities carried out on the basis of a license from the Bank of Russia to provide services for the collection, recording, processing and storage of information on repurchase agreements concluded outside of organized trading, agreements that are derivative financial instruments, agreements of other types provided for by regulations of the Bank of Russia, as well as for maintaining a register of these agreements (hereinafter referred to as the register of agreements)

The asset allocation process is also explained. According to the law, certificates are admitted to organized trading through their listing. Listing is permitted provided that such securities comply with the requirements of the legislation of the Russian Federation, including regulations of the Bank of Russia. The Exchange has the right to list securities by including them in quotation lists that are part of the list of tickets admitted to organized trading.

Third section

The third section focuses on the asset issuance process and issuance concepts. The legal procedure for conducting an issue is explained in detail, from the meeting of shareholders to the placement of securities on the stock exchange. It also reveals the essence of the circulation of emission certificates in trade, the procedure for handling them, registration and other attributes.

  • Issue-grade securities can be registered or bearer. Registered issue-grade securities may be issued only in book-entry form, except for cases provided for by federal laws. Issue-grade bearer securities can only be issued in documentary form.
  • For each issue-grade bearer security, its owner is issued. At the owner's request, one certificate may be issued for two or more issue-grade bearer securities of the same issue purchased by him. This provision does not apply to bearer securities with mandatory centralized storage.
  • The certificate of issue-grade bearer securities must contain the details provided for by this Federal Law. Requirements for forms of certificates of issue-grade bearer securities, with the exception of forms of certificates of issue-grade bearer securities with mandatory centralized storage, are established by regulatory legal acts of the Russian Federation.
  • The total number of issue-grade bearer securities indicated in all certificates issued by the issuer must not exceed the number of issue-grade bearer securities in a given issue.

Fourth and fifth sections

The fourth section of this regulatory document of the Russian Federation is devoted to the information environment around processes related to the issue and trading of assets. For example, according to the legislative act under study, the issuing company is obliged to provide full information coverage of its processes, including the official open publication of reports.

The fifth section is directly devoted to the regulation of exchange trading. State bodies that have the authority to carry out any of these activities in order to solve crimes, prevent them, and also regulate specific issues are indicated. Including authorized devices for interpreting the postulates of this document are prescribed.

The basics of activity regulation are the following checklist:

  • establishing mandatory requirements for the activities of professional participants in the securities market and its standards;
  • state registration of issues (additional issues) of emission assets and control over compliance by issuers with the conditions and obligations provided for therein;
  • licensing the activities of professional participants in documentation trading;
  • creating a system for protecting the rights of owners and monitoring compliance with their rights by issuers and professional trading participants
  • prohibition and suppression of the activities of persons engaged in entrepreneurial activity at auctions without an appropriate license.

Particular attention is paid to the role, functions and tasks of the Bank of Russia as the official representative of government agencies in financial systems. Article 42 fully describes the entire functionality of the BR as an authorized legal entity.


Sixth section

The last section fixes the immediate procedure for the entry into force of the document under study, and also answers some rather important questions, devoting the following articles to them:

  • Article 51. Responsibility for violations of the legislation of the Russian Federation on the Central Bank
  • 51.1. Peculiarities of placement and circulation of securities of foreign issuers in the Russian Federation
  • 51.2. Qualified investors
  • 51.3. Repurchase agreement
  • 51.4. Peculiarities of concluding contracts that are derivative financial instruments
  • 51.5. Sample terms of contracts and general agreement (single contract) in the financial market
  • 51.6. Peculiarities of pledging and otherwise encumbering uncertificated securities

publishes on its official website on the Internet information and telecommunications network information about the fact of the issue of securities carried out in violation of the requirements of the legislation of the Russian Federation on securities, and about the grounds for suspending the placement of securities issued as a result of such issue;

notifies in writing of the need to eliminate violations, and also sets a deadline for eliminating violations;

Clause 5 - Lost force.

8. Professional participants in the securities market and issuers of securities have the right to appeal arbitration court actions of the federal executive body for the securities market to suppress violations of the legislation of the Russian Federation on securities and apply liability measures in the manner prescribed by the legislation of the Russian Federation.

5) foreign organizations whose securities have undergone the listing procedure on a foreign exchange included in the list approved by the federal executive body for the securities market in accordance with paragraph 4 of this article.

5. Securities of international financial organizations are allowed for public placement and (or) public circulation in the Russian Federation if the terms of their issue do not contain restrictions on the circulation of such securities among an unlimited number of persons and (or) the offer of such securities to an unlimited number of persons.

9. In the case of public placement and (or) public circulation of securities of foreign issuers in the Russian Federation, registration of rights to such securities is carried out by depositories that are legal entities in accordance with the legislation of the Russian Federation and corresponding to the requirements of regulatory legal acts of the federal executive body for the securities market securities to such depositories.

16. Persons who sign the securities prospectus of a foreign issuer on behalf of the foreign issuer are determined in accordance with the personal law of the foreign issuer, and if such an issuer is an international financial organization, in accordance with the constituent documents of this international financial organization.

17. A prospectus for securities of a foreign issuer must be signed by the foreign issuer if such a prospectus is submitted for the admission of securities of a foreign issuer:

1) for placement in the Russian Federation, including public placement;

2) for public circulation in the Russian Federation if the specified securities are not circulated on a foreign organized (regulated) financial market.

21. A Russian stock exchange that has admitted securities of foreign issuers to organized trading is obliged, in the manner and within the time limits established by the regulatory legal acts of the federal executive body for the securities market, to disclose information about such securities, including about their issuers, on foreign language followed by its translation into Russian. Subsequent translation of this information into Russian is not required if it is disclosed in a foreign language used in the financial market.

24. The provisions of this Federal Law do not apply to relations related to the placement of securities of foreign issuers in the Russian Federation.

25. Bills of exchange, checks, bills of lading and other similar securities issued in accordance with foreign law may be circulated in the Russian Federation without complying with the conditions provided for in paragraph 1 of this article.

27. Securities of foreign issuers certifying rights in relation to the represented securities of a Russian issuer or a foreign issuer admitted to organized trading on a Russian stock exchange may be admitted to organized trading without concluding an agreement with the issuer of the relevant securities, as well as without submitting a prospectus for such securities papers

2. Qualified investors include:

1) professional participants in the securities market;

1.1) clearing organizations;

2) credit organizations;

7) Bank of Russia;

8) state corporation "Bank for Development and Foreign Economic Affairs (Vnesheconombank)";

9) Deposit Insurance Agency;

10) international financial organizations, including the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank, the European Bank for Reconstruction and Development;

1) the total value of securities owned by this person and (or) the total amount of obligations from contracts that are derivative financial instruments and concluded at the expense of this person comply with the requirements established by the regulatory legal acts of the federal executive body for the securities market. At the same time, the said body determines the requirements for securities and other financial instruments that can be taken into account when calculating the specified total value (total amount of liabilities), as well as the procedure for its (his) calculation;

3) made transactions with securities and (or) entered into agreements that are derivative financial instruments in the quantity, volume and time frame established by the regulatory legal acts of the federal executive body for the securities market.

3) has turnover (revenue) from the sale of goods (work, services) in the amount and for the period established by the regulatory legal acts of the federal executive body for the securities market;

4) has the amount of assets according to data accounting for the last reporting year in the amount established by the regulatory legal acts of the federal executive body for the securities market.

Clause 6. - Lost force.

7. Recognition of a person upon his application as a qualified investor is carried out by brokers, managers, and other persons in cases provided for by federal laws (hereinafter referred to as the person recognizing him as a qualified investor), in the manner established by the federal executive body for the securities market.

8. If a person is recognized as a qualified investor on the basis of unreliable information provided by him, the consequences provided for in Article 3 and Part Eight of this Federal Law do not apply. Recognition of a person as a qualified investor on the basis of unreliable information provided by him does not constitute grounds for the invalidity of transactions made at the expense of this person.

1. A repurchase agreement is an agreement under which one party (the seller under the repurchase agreement) undertakes, within the period established by this agreement, to transfer the ownership of securities to the other party (the buyer under the repurchase agreement), and the buyer under the repurchase agreement undertakes to accept the securities and pay for them a certain amount of money (the first part of the repurchase agreement) and under which the buyer under the repurchase agreement undertakes, within the period established by this agreement, to transfer the securities into the ownership of the seller under the repurchase agreement, and the seller under the repurchase agreement undertakes to accept the securities and pay a certain amount for them amount of money (second part of the repurchase agreement).

9. Unless otherwise provided by this article, the buyer under the repurchase agreement is obliged to transfer to the seller under the repurchase agreement under the second part of the repurchase agreement securities of the same issuer (the person who issued the securities), certifying the same volume of rights, in the same quantity as securities transferred to the buyer under a repurchase agreement under the first part of the repurchase agreement.

10. If the securities transferred under the first part of the repurchase agreement have been converted, in pursuance of the second part of the repurchase agreement, the buyer under the repurchase agreement transfers to the seller under the repurchase agreement the securities into which the securities transferred under the first part of the repurchase agreement were converted . This rule also applies to securities received by the buyer under a repurchase agreement in accordance with paragraphs 11 and 12 of this article.

1) conditions and procedure for payment of funds and (or) transfer of securities in accordance with paragraph 14 of this article. In this case, the amount of funds to be paid and (or) the number of securities to be transferred may be determined separately for each repurchase agreement, for a group of repurchase agreements and (or) for all repurchase agreements concluded between the parties on the terms specified in such a master agreement (single agreement ) or such rules;

2) the grounds and procedure for terminating obligations under one repurchase agreement, under a group of repurchase agreements and (or) under all repurchase agreements concluded between the parties on the terms specified by such a general agreement (single agreement) or such rules, including at the request of one of parties in case of non-fulfillment or improper fulfillment by the other party of obligations under the repurchase agreement. In this case, termination of obligations is allowed if one of the conditions provided for in subparagraphs 1 - 3 of paragraph 16 of this article is met.

21. The general provisions of the Civil Code of the Russian Federation on purchase and sale are applied to the repurchase agreement, if this does not contradict the rules of this article and the essence of the repurchase agreement. In this case, the seller under a repurchase agreement and the buyer under a repurchase agreement are recognized as sellers of securities, which they must transfer in fulfillment of obligations under the first and second parts of the repurchase agreement, and buyers of securities, which they must accept and pay in fulfillment of obligations under the first and second parts repurchase agreement

2. If the parties intend to conclude more than one agreement that is a derivative financial instrument, the procedure for concluding such agreements, as well as their individual conditions, can be agreed upon by the parties by concluding a general agreement (single agreement) between them and (or) determined by specifications and ( or) exchange rules and (or) clearing rules. The provisions of the master agreement apply to the relations of the parties in connection with the conclusion and execution (termination) of an agreement that is a derivative financial instrument, if this is provided for by the specified agreement.

3. An agreement that is a derivative financial instrument, as well as a general agreement (single agreement), specification and (or) rules of the exchange and (or) clearing rules may provide that certain terms of such agreement (general agreement, specification or rules of the exchange, rules clearing) are determined by approximate conditions developed for the specified agreement by self-regulatory organizations in the securities market and published in the press or posted on the Internet.

4. The general agreement (single agreement), specification and (or) rules of the exchange and (or) clearing rules may provide for the grounds and procedure for terminating obligations under all contracts that are derivative financial instruments concluded between the parties on the terms established by the specified general agreement ( a single contract), specifications or rules, including at the request of one of the parties in the event of non-fulfillment or improper performance by the other party of obligations under the contract that is a derivative financial instrument. In this case, the procedure for determining the amount of funds (amount of other property) to be transferred by the party (parties) in connection with the termination of obligations under contracts that are derivative financial instruments, as well as the period for such transfer, must be established.

The conclusion of contracts specified in paragraph one of this paragraph not at exchange trading is permitted provided that the payment of sums of money depending on the occurrence of circumstances indicating non-fulfillment or improper fulfillment by one or more legal entities, states or municipalities of its obligations is carried out at the expense of credit organization, broker, dealer, and the party entitled to receive such amounts of money, or the person for whose account it acts, is a legal entity.

7. The conclusion of contracts that are derivative financial instruments intended for qualified investors can only be carried out through brokers. This rule does not apply to qualified investors by virtue of federal law, as well as to cases established by the federal executive body for the securities market.

1. If the parties intend to conclude more than one repurchase agreement, and (or) an agreement that is a derivative financial instrument, and (or) an agreement of another type, the object of which is securities and (or) foreign currency, such agreements may be concluded on the terms determined general agreement (single contract). At the same time, the terms of these agreements, as well as the general agreement (single agreement), may provide that their individual terms are determined by the approximate terms of the agreements approved by the self-regulatory organization of professional participants in the securities market and published in the press or posted on the Internet.

1. This Federal Law comes into force on the date of its official publication.

2. To propose to the President of the Russian Federation and instruct the Government of the Russian Federation to bring their regulatory legal acts in accordance with this Federal Law.

The president
Russian Federation
B.YELTSIN

Moscow Kremlin

Regulates relations arising in connection with the issue and circulation of financial instruments, regardless of the type of issuer, the rules for the creation and work of professional participants in trading platforms. Let us consider further some provisions of the normative act.

General information

Exist different kinds activities in the market It is carried out, as a rule, by professional participants. Currently, organizations that provide various services to investors are quite common. The key task of trading platform participants is to preserve and increase capital. The basic rules are established by the regulatory act under consideration, as well as by the Central Bank of Russia. It acts as a regulator and key supervisory authority.

Dealer activity

It is associated with transactions for the purchase or sale of financial instruments. These operations, in accordance with the rules, are carried out at one’s own expense and on one’s own behalf through a public announcement of the value with an obligation to purchase/sell. Professional participants can be strictly defined entities. The purchase/acquisition of bonds and other financial instruments is carried out by legal entities that are commercial structures, as well as state corporations, if the corresponding powers are provided for by regulations governing their work.

Setting conditions

Dealer activity includes the definition of:

  1. Maximum/minimum number of financial instruments for sale/purchase.
  2. The period for which the price is set.

If the advertisement does not indicate other essential conditions, the professional participant must conclude a transaction at the client’s suggestion. If he evades this, in accordance with 39-FZ "On the Securities Market", a claim may be brought against him for forced execution of the established requirement or for compensation for losses suffered by the investor.

Administration

Securities management involves operations with financial instruments, funds used for transactions, as well as the conclusion of contracts. To implement it according general rule license required. The exception is cases when management is related only to financial instruments. The procedure for performing transactions is regulated by the regulatory act and agreement in question. When conducting activities, a professional participant must indicate that he acts as a manager.

Rights and responsibilities

If a conflict of interests between a professional participant and one/several clients, which the parties were not aware of in advance, led to transactions that caused damage to the latter, the manager is obliged to compensate for the losses at his own expense. The regulatory act under consideration establishes the rights of subjects. In particular, a professional participant, in accordance with Federal Law 39 “On the Securities Market,” can purchase financial instruments that are intended for qualified investors, as well as enter into relevant agreements. If established regulations are violated, certain Negative consequences for the subject. Among them:

  1. Imposing the obligation to sell financial instruments and terminate contracts acting as their derivatives. The corresponding requirement can be presented by the Central Bank of Russia or directly by the client himself.
  2. Compensation for losses caused as a result of the sale of financial instruments and termination of contracts.
  3. Payment of interest on the amount of completed transactions/signed agreements. Their size is established by If there is a positive difference between the amount received upon sale of securities/termination of contracts and the funds paid in connection with the purchase/sale of financial instruments, interest is paid in the amount not covered by it.

A statement of claim for the application of the corresponding consequences of a professional participant in transactions in violation of the requirements of 39-FZ “On the Securities Market” may be filed within a year from the date of receipt of the relevant report by the client.

Additional features

The manager may independently submit to the court any claims related to the implementation of his activities, including the right to submit which is granted to shareholders and other owners of securities. In this case, he will incur corresponding costs, including state duty. They are compensated from property acting as an object of trust management. A professional participant also has the right to instruct another entity to carry out transactions. They are carried out on behalf of the manager or trustee. Transactions are made at the expense of the property that is the object of the agreement. The manager has the right to expect remuneration. The condition for its payment is established in the contract. In addition, he has the right to compensation for expenses incurred during trust management at the expense of the relevant property. This right may not be conditional on the receipt of income from transactions.

Responsibilities

The manager must keep records of securities acting as objects of his activities, as well as for each agreement. At his own discretion, the professional participant exercises all rights established by financial instruments. The trust agreement may set restrictions. For example, to exercise the right to vote. If it is not limited, the manager fulfills the obligations regarding the ownership of securities. If there is no authority to vote at the general meeting of owners of financial instruments and investment shares, the professional participant must provide information about the founder of the agreement to compile a list of entities that have such an opportunity. The commented normative act also establishes other responsibilities. In particular, at the request of the founder, the manager gives the depositary instructions to exercise the first voting rights.

Transfer agent

He is engaged by the registrar that maintains the register of owners of financial instruments to implement some of the functions. The subject performs operations on the basis of the relevant agreement and power of attorney. In the process of carrying out their activities, transfer agents must indicate that they are working on behalf of and on behalf of the registrar, and present Required documents interested parties.

Rights

They are prescribed in the contract and power of attorney. Involved entities have the right:

  1. Accept documentation necessary to perform operations in the registry.
  2. Provide registered and other persons with personal account statements, notifications and other information provided by the registrar.

Responsibilities

Involved entities must:

  1. Take appropriate measures to identify persons who submit documents to perform the necessary transactions in the registry.
  2. Provide the registrar with access to accounting materials upon his request.
  3. Maintain the confidentiality of information received during the implementation of relevant operations.
  4. Verify the credentials of representatives of registered persons.
  5. Certify signatures of individuals according to the rules established by the Central Bank.
  6. Comply with other requirements determined by the Central Bank.

The calculation of the period for performing operations in the register or for refusing to carry them out begins from the date of acceptance of the relevant documentation and powers by the involved participant. The transfer agent and the registrar must exchange information and materials in electronic form when interacting.

Rules for providing information

At the request of the entity obligated for financial instruments (issuer), the nominal holder of securities or the person who carries out mandatory centralized custody of them must provide a list of owners. It is generated on the date specified in the request. The issuer may state this requirement if the provision of this list is necessary for it to fulfill the obligations defined in federal legislation. This list sent within fifteen days from the date of receipt of the request. If the date specified in the request occurs later than the calendar date of its receipt, then the period is calculated from the day specified in the notification.

The list of owners must indicate:

  1. Type, type (category) of financial instruments and information allowing them to be identified.
  2. Information about the issuer.
  3. Information about the owners of securities, including a foreign company that is not a legal entity under the laws of the country in which it was formed, as well as other entities exercising rights under financial instruments, and persons in whose interests they are exercised. Information about the latter may not be included in the list. This is permitted subject to certain conditions. In particular, the person who exercises rights under financial instruments is management company investment or a foreign organization participating in collective/joint investment schemes, both without and with the formation of a legal entity, if the number of participants is more than 50.
  4. Information about persons whose rights to financial instruments are accounted for in the issuer's treasury l/s, deposit and other accounts defined in other Federal Laws, if these entities do not exercise the available legal opportunities.
  5. Information allowing the identification of the persons specified in the previous two paragraphs. The list includes the number of securities owned by them.
  6. International identification code of the entity that records rights to financial instruments of organizations and persons specified in clauses 3-4, including a foreign nominee holder and a foreign company that has the right to transfer and record rights.
  7. Data on persons not used to form a list, as well as the number of papers for which information was not received.
  8. Information on the number of financial instruments that are recorded in the accounts of unidentified entities.

Conclusion

The registry holder may require from registered entities, and the depositary - from depositors, if they act as nominal owners (including foreign ones), to provide information for the formation of lists for a specific date upon receipt of the above request. The person with the account is required to provide the necessary information to compile the list. An entity exercising rights under financial instruments in the interests of other participants, at the request of the registry holder or depository performing accounting, must send the requested data to generate a list of owners.

The Federal Law “On the Securities Market” (hereinafter referred to as the Federal Law “On the Securities Market”) is a regulatory act that is valid throughout Russia and regulates the system of handling securities. The content of the law is very voluminous, because it covers not only the classification of types of securities, but also determines the rights and obligations of market participants, the role of intermediaries, depositories, the control system and much more. The full text of the latest edition of the law can be found at this link. Below is a list of those social relations that are regulated by law with their brief description. This will not give you complete knowledge about the securities market, but it will help you quickly navigate and find the point that interests you in the law.

The law is changeable!

Before moving directly to the description, it is worth noting that the Federal Law “On the Securities Market,” just like most other laws of our country and the world, is constantly changing. Some provisions are added, some are removed. And although the new law is not nominally adopted, many amendments and so-called “empty articles” appear in the old one, which were canceled due to their uselessness. It turns out that it is necessary to read the law in the latest edition, taking into account all the amendments and additions. This article will provide links to the Federal Law “On the Securities Market” for 2014 (the newest), as well as to the law that made the latest changes. This way you will find out how the new law differs from the old one.

The Federal Law “On the Securities Market” regulates the following points:

  1. The second section of the law provides a list of participants in the securities market, and also defines their competencies, rights and obligations. Thus, a distinction is made between brokers (intermediaries between a person and stock exchange y), dealers, trustees, depositories (store securities) and registrars. The text of the law provides a complete list of their rights and obligations, which must be studied before engaging directly in trading securities on the stock exchange.

  1. Separately, the law contains several articles regulating the activities of foreign shareholders. This part is fundamental and important, because such activities as investing in securities, as a rule, are not limited to a specific country. Thus, an investor can buy shares of companies from the USA, Russia, Germany and the UK, while living in Spain. That is why the rights of foreigners are protected by Federal legislation. As a rule, they work according to the laws of the country in which they are citizens, but there are exceptions. The law also provides a list of countries whose citizens can freely purchase and sell shares on the Russian market.
  1. The Federal Law “On the Securities Market” determines the list of documents that are classified as securities (shares, bonds, options), as well as the procedure for payments on them. It is in this normative act it is stipulated that the issuer of bonds is obliged to repay its debt within a specified period, that dividends are periodically paid on shares, established by the board of directors, etc.
  1. The tendering system is also regulated by this law. It states here who is allowed to trade, what shares can be presented there, how transactions are concluded, and who controls it all.

  1. An entire chapter of this law is devoted to the issue of securities. It describes who can initiate an issue, how it needs to be registered and what status the issued securities receive.
  1. Information alerts about the securities market are also given priority great importance. For those who professionally make money on the stock exchange, they constantly need up-to-date information about stock quotes, sales volumes, etc. So, this part of the law states what information is subject to publication in official sources, what can be published, and what is closed and confidential.
  1. The last section of the Federal Law is devoted to state regulation and control over compliance with the law in the operation of the securities market. Here you will find a list of powers of regulatory authorities and the activities that can be carried out to ensure the rule of law.

Changes 2014!

In 2014, amendments were made to the Federal Law “On the Securities Market”. There were no fundamentally new or significant amendments. All of them, for the most part, are aimed at improving organization and clarifying some details that may cause difficulties and misunderstandings. You can study all the innovations in detail using the link.

Afterword...

In the end, we can add that studying the legislative framework is an important stage of any entrepreneurial or investment activities which should not be neglected. Before you start working on the stock exchange, read all the laws related to it. Otherwise, you risk entering into an illegal transaction and losing income.